BLUE DOLPHIN ENERGY COMPANY
Eleven Greenway Plaza, Suite 1606
Houston, Texas 77046
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 1997
To the Stockholders of
Blue Dolphin Energy Company:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Blue Dolphin Energy Company (the "Company") to
be held in Houston, Texas, on May 19, 1997, at 10:00 a.m., Central
Daylight Time, in the Houston City Club, One City Club Drive, 9 Greenway
Plaza, Houston, Texas 77046, for the following purposes:
1. To elect five persons to serve as Directors of the Company to
hold office until the next annual meeting of stockholders or until their
successors are duly elected and qualified, or until their earlier
resignation or removal.
2. To transact such other business as may properly come before the
Annual Meeting, or any adjournment or postponement thereof.
Stockholders of record at the close of business on March 21, 1997, are
entitled to notice of and to vote at the Annual Meeting, or any
adjournment or postponement thereof.
Since many stockholders are not able to attend the Annual Meeting, the
Board of Directors solicits proxies so that those who cannot attend and
who wish their stock voted may do so. You are requested to sign, date
and mail promptly the enclosed proxy for which a stamped return envelope
is provided.
For the Board of Directors
MICHAEL J. JACOBSON,
President and Chief Executive Officer
Houston, Texas
April 17, 1997
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE
URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. IF YOU ATTEND
THE ANNUAL MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY.
BLUE DOLPHIN ENERGY COMPANY
Eleven Greenway Plaza, Suite 1606
Houston, Texas 77046
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 19, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Blue Dolphin Energy
Company, a Delaware corporation (the "Company"), from holders of the
Common Stock, $.01 par value per share ("Common Stock") for use at the
1997 Annual Meeting of Stockholders or at any adjournment or
postponement thereof (such meeting and any adjournment or postponement
thereof is referred to herein as the "Annual Meeting"). The Annual
Meeting is to be held on May 19, 1997, at 10:00 a.m., Central Daylight
Time, in the Houston City Club, One City Club Drive, 9 Greenway Plaza,
Houston, Texas 77046, for the purpose of considering and voting upon the
matters set forth in the accompanying Notice of Annual Meeting of
Stockholders (the "Notice").
A proxy in the form accompanying this Proxy Statement, when properly
executed and returned, will be voted in accordance with the directions
specified on the proxy, and otherwise in accordance with the judgment of
the persons designated therein as proxies. Any proxy that does not
withhold authority to vote or on which no instructions are given will be
voted for the election of the nominees to the Board of Directors named
herein. Any proxy may be revoked at any time before it is exercised by
delivering to the Secretary of the Company written notice of revocation,
or by duly executing a proxy bearing a later date, or by voting in
person at the Annual Meeting.
This Proxy Statement, and the accompanying Notice and form of proxy, are
being mailed to stockholders on or about April 21, 1997. The Annual
Report to Stockholders of the Company, for the year ended December 31,
1996, is being mailed to stockholders contemporaneously with this Proxy
Statement.
This solicitation of proxies is being made on behalf of the Company's
Board of Directors. Proxies will be solicited primarily by mail, but
employees of the Company may also solicit proxies in person or by
telephone. Arrangements may be made with brokerage houses or other
custodians, nominees, and fiduciaries to send proxy material to the
beneficial owners of the Common Stock and the Company will reimburse
them for their reasonable expenses incurred in this connection. All
costs incurred in the solicitation of proxies will be borne by the
Company.
At the date of this Proxy Statement, management of the Company does not
know of any business to be presented at the Annual Meeting other than
those matters which are set forth in the Notice. If any other business
should properly come before the Annual Meeting, it is intended that the
shares of Common Stock represented by any of the proxies solicited
hereby will be voted with respect to such business in accordance with
the judgment of the persons named in the proxy.
VOTING
The Board of Directors has fixed the close of business on March 21,
1997, as the record date (the "Record Date"), for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting.
A complete list of stockholders entitled to vote at the Annual Meeting
will be open for examination by any stockholder during normal business
hours for a period of ten days prior to the Annual Meeting at the
offices of the Company, Eleven Greenway Plaza, Suite 1606, Houston,
Texas 77046. As of March 21, 1997, there were outstanding 66,819,125
shares of Common Stock. Stockholders will be entitled to one vote per
share of Common Stock held of record on the Record Date on each matter
presented at the Annual Meeting. The holders of a majority of the total
shares of Common Stock issued and outstanding, whether present in person
or represented by proxies, will constitute a quorum for the transaction
of business at the Annual Meeting.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of members of the
Board of Directors, currently five members, shall be determined by the
Board of Directors. The members of the Board of Directors serve one
year terms. A majority of the votes cast by the stockholders present
and entitled to vote at the Annual Meeting, in person or by proxy, is
necessary for the election of Directors. Accordingly, an abstention
will have the same effect as a vote against the nominees, but because
shares held by brokers will not be considered entitled to vote on
matters as to which the brokers withhold authority, a broker non-vote
will have no effect on the vote results.
NOMINEES
Messrs. Michael S. Chadwick, Christian Hysing-Dahl, Harris A. Kaffie,
Daniel B. Porter and Ivar Siem (the "Nominees") have been nominated by
the Board of Directors to serve as Directors until the next annual
meeting of stockholders, or in each case, until their successors have
been duly elected and qualified, or until their earlier resignation or
removal. Each is currently a Director of the Company. It is intended
that all shares of Common Stock represented by the proxies will be voted
for the election of the Nominees, except where authority to vote for the
Nominees has been withheld. Each Nominee has consented to be nominated
and has expressed his intention to serve if elected. The Board of
Directors has no reason to believe that any of the Nominees will be
unable or unwilling to serve if elected. However, should any Nominee
become unable or unwilling to serve as a Director at the time of the
Annual Meeting, the person or persons exercising the proxies will vote
for the election of a substitute nominee designated by the Board of
Directors. Pursuant to the Company's Bylaws, stockholder nominations
for election to the Board of Directors must be received by the Company
at least 90 days prior to the anniversary date of the preceding year's
annual meeting of stockholders. The Company received no such
nominations and as a result only the Nominees or substitute nominees
designated by the Board of Directors will be eligible to stand for
election as Directors at the Annual Meeting. See "Nominations and
Proposals by Stockholders for the 1998 Annual Meeting."
The Board of Directors recommends that the stockholders vote "For" the
election of the Nominees.
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information with respect to the Nominees,
each of whom is currently a Director, and the executive officers of the
Company.
POSITION
NAME AGE POSITION HELD SINCE
- ---- --- -------- ----------
Ivar Siem 50 Chairman of the Board 1989
Michael S. Chadwick 45 Director 1992
Christian Hysing-Dahl 42 Director 1992
Harris A. Kaffie 47 Director 1989
Daniel B. Porter 40 Director 1989
Michael J. Jacobson 50 President 1990
Roland B. Keller 58 Executive Vice President 1990
William D. Fisher 49 Senior Vice President 1990
G. Brian Lloyd 38 Secretary/Treasurer 1989
The following is a brief description of the background and principal
occupation of each Nominee and executive officer:
IVAR SIEM - Chairman of the Board of Directors and a Nominee -
Mr. Siem holds a Bachelor of Science Degree in Mechanical Engineering
from the University of California, Berkeley, and has completed the
executive MBA program at Amos Tuck School of Business, Dartmouth
University. Since 1985, he has been an international consultant in
energy, technology and finance. He is currently a member of the Board
of Directors of several privately held and publicly traded companies
including Chairman of DI Industries Inc., Director of Norex Industries,
Inc. and Director of DSND ASA. Mr. Siem has served as a Director and
President of Dolphin Pipeline, Inc., Director of Business Development
for Norwegian Petroleum Consultants and as an independent consultant to
the oil and gas exploration and production industry based in London,
England. Mr. Siem has managed the U.S. oil and gas investments for the
Fred. Olsen interests of Oslo, Norway and has served as President of
Fred. Olsen, Inc. and President of Dolphin International, Inc., an
offshore drilling contractor, based in Houston, Texas. Mr. Siem has
served as a Director and Chairman of the Board of the Company since
December 1989.
MICHAEL S. CHADWICK - Director and a Nominee - Mr. Chadwick
holds a Bachelor of Arts Degree in Economics from the University of
Texas at Austin and a Master of Business Administration Degree from
Southern Methodist University. He has been engaged in the commercial
and investment banking business for the past 22 years. He has served as
Vice President of a predecessor to NationsBank-Texas from 1975 to 1978,
and as Vice President in the Corporate Finance Departments of Underwood,
Neuhaus & Co. from 1978 to 1984, and Lovett Mitchell Webb & Garrison,
Inc., from 1984 to 1988, both regional investment banking firms (both
now known as Everen Securities, Inc.). From 1988 to July 1994, Mr.
Chadwick was President of Chadwick, Chambers & Associates, Inc., a
private merchant and investment banking firm in Houston, Texas, which he
founded in 1988. In August 1994, Mr. Chadwick joined Sanders Morris
Mundy, an investment banking and financial advisory firm, as Senior Vice
President and a Managing Director in the Corporate Finance Department.
Mr. Chadwick serves on the Board of Directors of Moody - Price, Inc.,
Watermarc Food Management Company and Brazos Sportswear, Inc. Mr.
Chadwick has served as a Director of the Company since May 1992.
CHRISTIAN HYSING-DAHL - Director and a Nominee - Mr.
Hysing-Dahl received a Master of Management Degree from Oslo (Norway)
Business School in 1979. Mr. Hysing-Dahl served as a bank credit
officer for Bergen Bank, Bergen, Norway, for five years before joining
A/S Investa, a venture capital and investment company and formerly a
principal shareholder of the Company, in 1985. He was Assistant Vice
President of A/S Investa from 1986 to 1993 and served as Managing
Director of Invento A/S, a venture capital and investment company, and
as Chairman of the Board of Directors of PS-Gruppen, Nordic Technology
Corporation and Marine Farms. Mr. Hysing-Dahl serves as a Director of
Norsk Rehab Gruppen and since 1993 as a portfolio manager for Vital
Forsikring A/S, one of Norway's leading life insurance companies. Mr.
Hysing-Dahl has served as a Director of the Company since May 1992.
HARRIS A. KAFFIE - Director and a Nominee - Mr. Kaffie received
a Bachelor of Business Administration Degree from Southern Methodist
University in 1972. Mr. Kaffie currently serves as an Advisory Director
of NationsBank Corpus Christi, Director of KBK Capital Corporation and
Director of CCNG, Inc., the General Partner of Corpus Christi Natural
Gas Company, L.P., a privately-held company which owns and operates
natural gas pipelines and processing facilities, and is engaged in the
marketing of natural gas. From 1991 to March 1995, Mr. Kaffie was a
principal and served as manager of Petroport, L.C., which was acquired
in March 1995 by the Company. He is a partner in Kaffie Brothers, a
real estate, farming and ranching company. Mr. Kaffie has served as a
Director of the Company since December 1989.
DANIEL B. PORTER - Director and a Nominee - Mr. Porter
received a Bachelor of Science Degree in Marketing from the University
of Houston in 1979. Mr. Porter is the Chairman and Chief Executive
Officer of CCNG, Inc., the General Partner of Corpus Christi Natural Gas
Company, L.P., a privately-held company which owns and operates natural
gas pipelines and processing facilities, and is engaged in the marketing
of natural gas. Mr. Porter has served as a Director of the Company
since December 1989.
MICHAEL J. JACOBSON - President and Chief Executive Officer -
Mr. Jacobson holds a Bachelor of Science Degree in Finance from the
University of Colorado. Mr. Jacobson has been associated with the
energy industry since 1968, serving in various senior management
capacities since 1980. He served as Senior Vice President and Chief
Financial and Administrative Officer for Creole International, Inc., and
it's subsidiaries, international providers of engineering and technical
services to the energy sector, as well as Vice President of Operations
for the parent holding company, from 1985 until joining the Company in
January 1990. He has also served as Vice President and Chief Financial
Officer of Volvo Petroleum, Inc., and for certain Fred. Olsen oil and
gas interests. Mr. Jacobson began his career with Shell Oil Company,
where he served in various analytical and management capacities in the
exploration and production organization during the period 1968 through
1974. He has been a member of several Boards of Directors, including
Volvo Petroleum, Inc., W.L. Somner Company, Inc., and Flagstaff
Corporation. Mr. Jacobson has served as President and Chief Executive
Officer of the Company since January 1990.
ROLAND B. KELLER - Executive Vice President, Operations - Mr.
Keller holds Bachelor of Science and Master of Science degrees in
Geology from the University of Florida. Mr. Keller has been associated
with the energy industry since 1962, serving in senior management
capacities since 1976. Prior to joining the Company in 1990, he served
as Senior Vice President - Exploration for Sandefer Oil and Gas Company,
an independent oil and gas company from 1982. He served as Vice
President - Exploration and Production for Volvo Petroleum, Inc., from
1980 to 1982, and Vice President and Division Manager for Florida
Exploration Co., from 1976 to 1980. Mr. Keller began his career with
Amoco Production Co., serving in various technical and management
capacities from 1962 through 1976. Mr. Keller has served as Executive
Vice President - Operations of the Company since September 1990.
WILLIAM D. FISHER - Senior Vice President, Business Development
- - Mr. Fisher holds a Bachelor of Business Administration Degree from
Texas Tech University and a Juris Doctorate from South Texas College of
Law. Mr. Fisher served as a law clerk to the Chief Justice of the United
States Court of Appeals, Fifth Circuit, from February 1975 to August
1976, and as a Staff Attorney and Senior Attorney, from August 1976 to
October 1985, for United Gas Pipeline Co. Mr. Fisher has also served as
Director of Market Development for United Texas Transmission Co. From
1987 until joining the Company in 1990 he served as Vice President of
Gas Sales for Coastal Oil and Gas Corporation. Mr. Fisher has served as
Senior Vice President - Business Development of the Company since June
1990.
G. BRIAN LLOYD - Secretary and Treasurer - Mr. Lloyd received a
Bachelor of Science Degree in Finance from Miami University, Oxford,
Ohio in 1982 and attended the University of Houston in 1983 and 1984.
Mr. Lloyd is a Certified Public Accountant and has been employed by the
Company since December 1985. Before joining the Company, he was an
accountant for DeNovo Oil and Gas Inc., an independent oil and gas
company. Mr. Lloyd has served as Secretary of the Company since May
1989 and Treasurer since September 1989.
There are no family relationships between any Nominee or executive
officer.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1996, the Board of Directors of the Company held five
meetings. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and committees on which he served.
The Audit Committee consisting of Messrs. Siem, Chadwick and
Hysing-Dahl, met one time during the last fiscal year. The Audit
Committee's duties include overseeing the Company's financial reporting
and internal control functions. The Compensation Committee, consisting
of Messrs. Siem, Kaffie, Porter and Jacobson, met one time during the
last fiscal year. The Compensation Committee's duties are to oversee and
set compensation policy and to administer the Company's stock option
plan. The Company does not have a nominating committee.
COMPENSATION OF DIRECTORS
Fees payable to non-employee members of the Board of Directors
are $300 per meeting attended in person, and $100 per telephone meeting
in which the Director participated. No additional remuneration is paid
to such Directors for committee meetings attended, except that such
Directors are entitled to be reimbursed for accountable expenses. In
addition, during 1996, each of the Directors received the following
number of options to purchase shares of Common Stock under the Company's
Stock Option Plan, which options are exercisable at $0.2656, become
exercisable on May 13, 1997, no more than one-third of the options
issued can be exercised in any one calendar year and expire if
unexercised on November 11, 2001: Mr. Chadwick - 20,000 options; Mr.
Hysing-Dahl - 20,000 options; Mr. Kaffie -50,000 options; Mr. Porter -
20,000 options; and Mr. Siem - 50,000 options.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the
executive officers of the Company, whose cash compensation exceeded
$100,000 in 1996, for services rendered to the Company, and the number
of stock options granted, during the years indicated:
SUMMARY COMPENSATION TABLE*
Long-Term
Compensation
Awards
-----------
Securities
Name and Annual Compensation Underlying
Principal Position Year Salary Bonus Options (#)
-------------------- ---- ----------------------- ------------
Michael J. Jacobson 1996 $185,000 - 400,000
President and Chief 1995 $185,000 $7,000 325,000
Executive Officer 1994 $170,000 - 175,000
Roland B. Keller 1996 $125,000 $2,404 125,000
Executive Vice 1995 $125,000 $4,000 125,000
President - Operations 1994 $117,500 - 100,000
William D. Fisher 1996 $127,500 $2,452 100,000
Senior Vice President - 1995 $127,500 $4,000 100,000
Business Development 1994 $121,875 - 75,000
- ----------------
*Excludes certain personal benefits, the aggregate value of which do not
exceed 10% of the Annual Compensation shown for each person.
OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Options Granted Exercise
Options in Fiscal Price Expiration
Name Granted (#) Year ($/Share) Date
---- ---------- ------------- -------- ----------
Michael J. Jacobson 400,000 42.33 0.26560 November 11, 2001
Roland B. Keller 125,000 13.23 0.26560 November 11, 2001
William D. Fisher 100,000 10.58 0.26560 November 11, 2001
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Acquired Value Options at Year End (#) at Year End (*)
Name on Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------
Michael J. Jacobson - - 166,667 733,333 $20,108 $71,475
Roland B. Keller 41,666 $7,812 216,666 208,334 $21,136 $28,779
William D. Fisher - - 58,334 216,666 $ 6,551 $20,916
- -----------------
* Based on the difference between the average of the closing bid and ask
prices on December 31, 1996 (the last trading day of 1996) and the
exercise price.
The Company's Stock Option Plans provide that, upon a change of control,
the Compensation Committee may accelerate the vesting of options, cancel
options and make payments in respect thereof in cash in accordance with
the Stock Option Plans, adjust the outstanding options as appropriate to
reflect such change of control, or provide that each option shall
thereafter be exercisable for the number and class of securities or
property that the optionee would have been entitled to had the option
already been exercised. The Stock Option Plans provide that a change of
control occurs if any person, entity or group acquires or gains
ownership or control of more than 50% of the outstanding Common Stock
or, if after certain enumerated transactions, the persons who were
Directors before such transactions cease to constitute a majority of the
Board of Directors.
OWNERSHIP OF SECURITIES OF THE COMPANY
The following table sets forth, as of March 21, 1997, certain
information with respect to the beneficial ownership of shares of the
Company's Common Stock (the only class of voting security issued and
outstanding) as to (i) all persons known by the Company to be beneficial
owners of 5% or more of the outstanding shares of Common Stock, (ii)
each Director and Nominee, (iii) each executive officer named in the
Summary Compensation Table, and (iv) all executive officers and
Directors, as a group. Unless otherwise indicated, each of the
following persons has sole voting and dispositive power with respect to
such shares.
Shares
Name of Owned Beneficially
Beneficial Owner Number Percent (1)
------------------ -------- -------------------
Colombus Petroleum
Limited, Inc. (2) 13,675,696 20.5
Columbus Petroleum
Ltd. (3) 6,334,631 9.5
Ivar Siem (4) 8,887,929 13.3
Harris A. Kaffie (5) 8,490,451 12.7
Daniel B. Porter (5) 2,161,848 3.2
Christian Hysing-Dahl (5) 225,001 *
Michael S. Chadwick (5) 90,001 *
Michael J. Jacobson (5) 1,420,002 2.1
Roland B. Keller (5) 475,002 *
William D. Fisher (5) 425,501 *
Executive Officers and
Directors, as a Group
(9 persons) (4)(5) 22,302,903 32.9
- -----------------------
* Less than 1%
(1) Based upon 66,819,125 shares of Common Stock outstanding on
March 21, 1997.
(2) The address of Colombus Petroleum Limited, Inc. ("Colombus"), is
Aeulestrasse 74, FL-9490, Vaduz, Liechtenstein.
(3) The address of Columbus Petroleum, Ltd. ("CPL"), is c/o S.
Sheth, Palmer Cowen, 16 Berkeley Street, London, England.
(4) Mr. Siem may be deemed to be the beneficial owner of the shares of
Common Stock, held of record and beneficially by CPL (and his ownership
shown includes such shares) as to which he may be deemed to possess,
indirectly, shared voting and investment power due to his position as
Managing Director and 100% beneficial owner of CPL. Mr. Siem may be
deemed to be the beneficial owner of 2,346,630 shares of Common Stock,
held of record and beneficially by Soil, Inc. (and his ownership shown
includes such shares) as to which he may be deemed to possess,
indirectly, shared voting and investment power due to his 100%
beneficial ownership of Soil, Inc.
(5) Includes shares of Common Stock issuable upon exercise of options
that may be exercised within 60 days of March 21, 1997 as follows: Mr.
Siem - 206,668; Mr. Kaffie - 56,667; Mr. Porter - 30,001; Mr.
Hysing-Dahl - 20,001; Mr. Chadwick - 46,667; Mr. Jacobson - 300,002; Mr.
Keller - 133,335; Mr. Fisher - 91,668; and all directors and executive
officers as a group - 943,343.
TRANSACTIONS WITH RELATED PERSONS
On December 31, 1996, the holders of Series A, Cumulative
Convertible Preferred Stock, $.10 par value, converted the shares, in
accordance with the terms of the Preferred Stock, into an equivalent
number of shares of the Common Stock of the Company. The holders of the
Preferred Stock agreed to accept as payment in full of the cumulative
dividends, promissory notes in a principal amount equal to the
cumulative dividends. The following persons received promissory notes
in the indicated amounts: Colombus Petroleum Limited, Inc. - $1,287,528;
Columbus Petroleum Ltd. - $199,103; Mr. Kaffie - $179,921; and Mr.
Porter - $95,761.
In July 1995, the Company entered into a contract with Columbus
Petroleum, Ltd., for provision of consulting services. The Company paid
$91,600 in 1996 for services under such contract. Mr. Siem, Chairman of
the Board of Directors of the Company, is the beneficial owner and
principal of CPL.
NOMINATIONS AND PROPOSALS BY STOCKHOLDERS
FOR THE 1998 ANNUAL MEETING
NOMINATIONS FOR THE 1998 ANNUAL MEETING. The Company's
Certificate of Incorporation provides that no person shall be eligible
for nomination and election as a Director unless written notice of such
nomination is received from a stockholder of record by the Secretary of
the Company not less than 90 calendar days prior to the anniversary date
of the immediately preceding annual meeting of stockholders. Further,
such written notice is to be accompanied by the written consent of the
nominee to serve, the name, age, business and residence addresses, and
principal occupation of the nominee, the number of shares beneficially
owned by the nominee, and any other information which would be required
to be furnished by law with respect to any nominee for election to the
Board of Directors. Stockholders who desire to nominate, at the 1998
annual meeting of stockholders, persons to serve on the Board of
Directors must submit nominations to the Company, at its principal
executive office, so that such notice is received by the Company no
later than February 18, 1998. In order to avoid controversy as to the
date on which any such nomination is received by the Company, it is
suggested that stockholders submit their nominations, if any, by
certified mail, return receipt requested.
PROPOSALS FOR THE 1998 ANNUAL MEETING. Stockholders who desire
to present proposals, other than notices of nomination for the election
of Directors, to Stockholders of the Company at the 1998 annual meeting
of stockholders, and to have such proposals included in the Company's
proxy materials, must submit their proposals to the Company, at its
principal executive office, by December 15, 1997. In order to avoid
controversy as to the date on which any such proposal is received by the
Company, it is suggested that stockholders submit their proposals, if
any, by certified mail, return receipt requested.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick L.L.P., independent public accountants, have
been engaged by the Company's Board of Directors as the principal
accountants for the Company since November, 1990. The Company expects
that they will continue as principal accountants. Representatives of
KPMG Peat Marwick are expected to be present at the Annual Meeting, with
the opportunity to make a statement if they desire to do so, and to
respond to questions.
OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors
does not know of any matter to be acted upon at the Annual Meeting other
than those matters described above and set forth in the Notice. If
other business comes before the Annual Meeting, the persons named on the
proxy will vote the proxy in accordance with their best judgment.
By Order of the Board of Directors
G. Brian Lloyd
G. Brian Lloyd
Secretary and Treasurer
Houston, Texas
April 17, 1997
BLUE DOLPHIN ENERGY COMPANY PROXY
ELEVEN GREENWAY PLAZA, SUITE 1606
HOUSTON, TEXAS 77046
This Proxy is Solicited by the Board of Directors
Revoking any prior appointment, the undersigned hereby appoints Michael
J. Jacobson and G. Brian Lloyd, each of them, as Proxies, each with the
power to appoint his substitute, and hereby authorizes each of them to
present and to vote, as designated on the reverse side, all shares of
stock of Blue Dolphin Energy Company, a Delaware corporation (the
"Company"), held of record by the undersigned on March 21, 1997 at the
Annual Meeting of Stockholders of the Company to be held May 19, 1997 at
10:00 A.M., central daylight time, at the Houston City Club, One City
Club Drive, 9 Greenway Plaza, Houston, Texas 77046, and at any
adjournment or postponement thereof, with respect to the number of
shares the undersigned would be entitled to vote if personally present.
If no direction is made, this Proxy will be voted FOR Proposal 1.
I plan to attend
the meeting
/ /
PROPOSAL 1. Election of Directors
FOR all Nominees WITHHOLD (INSTRUCTION: To withhold authority to
listed herein AUTHORITY vote for any individual Nominee, strike
(except as marked to vote for out such Nominee's name below).
to the contrary) all Nominees
listed herein Ivar Siem, Harris A. Kaffie, Daniel B.
/ / / / Porter, Michael S. Chadwick, Christian
Hysing-Dahl
PROPOSAL 2. In their discretion,
the Proxies are authorized to vote The undersigned hereby acknowledges
upon such other business as may receipt of a copy of the Notice of the
properly come before the meeting. Annual Meeting and accompanying Proxy
Statement dated April 17, 1997, relating
to such meeting.
(Signature should conform to the name
shown on the proxy card. Executors,
administrators, guardians, trustees,
attorneys and officers signing for a
corporation should give their full
title. When shares are held jointly,
both should sign.)
DATED:_____________________, 1997
(Please be sure to insert date)
____________________________
Signature of Stockholder
____________________________
Second Signature if held jointly
PLEASE MARK, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.